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Hitachi

Hitachi Capital Corporation

Corporate Governance

Basic Ideas and Measures

We regard corporate governance to raise the transparency of management as the basis for complying with the law and social norms, while also establishing the optimum management organization for raising corporate value.
Our corporate governance is based on the establishment of an optimum management system best suited to improving our corporate value. We therefore carried out the following measures:

Corporate Governance

In October 2015, we established the Corporate Governance Standards to define our basic concept on the establishment of an optimum corporate governance system. This system serves as the basis for implementing our Principles of "Sustainable Growth,""Respect for Human Dignity," and "Implementation of Corporate Ethics," and enhancing our corporate value on a mid- to long-term basis.

By separating supervising functions and business execution functions in our management, we aim to bring about a speedy and appropriate resolution of management issues we may face, now or in the future. We employ the company with Nominating Committee, etc. to from a part of management structure to enhance management transparency.

The Board of Directors (as of April 3, 2017) consists of nine directors, including four external directors, and usually meets on a monthly basis. Working in line with laws and regulations, the Company's Articles of Incorporation and the regulations of the Board of Directors, it conduct decisionmaking on important management matters such as basic policies and key management strategies.

There are 3 Committees operating under the Board of Directors; the Nominating Committee, Audit Committee, and Remuneration Committee. The Audit Committee ordinarily meets every month and is responsible for auditing management in terms of reasonableness and legality. The Nominating and Remuneration committees meet when necessary to decide on matters related to resolutions to select Directors and appropriate remuneration for Executives. The Board also undertakes the appointment of Executive Officers, and requests explanations and reports regarding executive activities when needed to ensure that operations are undertaken properly.

Executive Officers( ten as of April 3, 2017) elected by the Board make executive decisions and execute business affairs within the scope of authority delegated by the Board of Directors. There is also an Executive Officers Committee, whose meetings are held on a monthly basis to deliberate on key matters.

Corporate Governance Reports are issued periodically to provide further information and updates on the details of corporate governance.

Overview of Our Internal Control System

Overview of our internal control system
*When you click the images, you can access to the page of "Directors and Officers."

Compliance Stracture

Hitachi Capital Group adheres to a Compliance Policy formulated to ensure the effective implementation of compliance, while respecting social norms that include laws and regulations relevant to the Group, as well as voluntary industry rules. The Compliance Department handles the information gathering and the planning, proposal-making, and facilitation of compliance systems. Here it is worth pointing out that during fiscal 2016 there was neither a serious violation of legislation by any company or employee in our Group, nor a business-related incident leading to criminal charges. In terms of compliance education for employees, the Group, working in line with educational programs created by the division in charge of education, provides well-planned basic legal training, employee gradebased training, and specialized educational training. Every October, which we have designated as Corporate Ethics Month, we work on the improvement of compliance, enhancement of internal corporate ethics and ensure through legal compliance.

We also act on a policy against antisocial forces (groups and individuals who pursue economic gain through violence, force, and fraud), thereby seeking to avoid disrupting the social order while gaining public confidence. The policy set outs management systems and procedures to reject and completely eliminate any relationship with antisocial forces. These rules are intended not only to prevent transactions that may violate social justice, but also protect our Executives and employees from becoming victims.

In addition, the Group has a whistle blowing system that allows Group employees( not only fulltime employees currently working but all employees including those who have already left the company) to report any illegal activities or improper conduct that has occurred or is occurring in the Group to either an internal contact point or external legal counsel. By putting a system in place for receiving whistleblowing(organizational development), and nurturing an awareness that illegal and improper conduct must not be overlooked( attitude building), we aim to quickly discover problems within the company and solve them before they escalate.

The Group has also put in place an Information Security Policy and a Personal Information Protection Policy. The following company acquired the Privacy Mark Promoted by the Japan Information Processing Development Center (JIPDEC) for diligent management of personal information and similar data: Hitachi Capital Corporation, Hitachi Capital Servicer Corporation, Hitachi Capital Service Co., Ltd., Hitachi Triple Win Corp., Hitachi Capital NBL Corporation, etc.. In addition, we will take measures to provide comprehensive education about laws and regulations that may affect our business, including industry specific laws such as the Money Lending Business Act. Through these efforts, we seek to improve the company structure to carry out operations in line with the spirit of compliance.

Number of whistle-blowing cases
FY 2012 FY 2013 FY 2014 FY 2015
3 3 3 3

* Please refer the following policies that related to compliance structure.

Risk Management Structure

The Group has formulate the Risk Management Policy and the Credit Risk Policy, to clarify basic management policies and methods for addressing risks. We recognize the importance and necessity of having a true and accurate grasp of risks affecting our business and addressing these risks appropriately. Based on this understanding, we have set up the Risk Management Department in the headquarters to further enhance our risk management stance. The department is intended to comprehensively address the Group’s risks including Business Continuity Plan( BCP). In October, 2015, we set up the Enterprise Risk Management(ERM)Committee as a core organization responsible for overseeing risk management in business activities in order to establish a common understanding and share information among the Executive Board, divisions, and operations, thereby improving the effectiveness of our risk management. The Committee meets each month to share information and countermeasures on a companywide basis, conduct effective risk impact assessments, and prioritize issues regarding matters reported by concerned departments, such as the(1) registration of accident information in Japan and abroad and operations of the accident investigation committee, (2)information-security related issues and activities, (3)customer inquiries and complaints, (4)points raised through internal audits, (5)responses to inspections conducted by government authorities and external institutions, and( 6) trends of laws and regulations and compliance activities.

ERM (Enterprise Risk Management) Structure

ERM(Enterprise Risk Management)体制